Rego Interactive Co., Ltd — Proxy Solicitation & Information Statement 2019

Jul 25, 2019

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(a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1065)

PROXY FORM FOR USE AT THE 2019 FIRST EXTRAORDINARY GENERAL MEETING

The number of Shares to which this proxy form relates [(Note][1)]

I/We [(Note][2)] of

being the registered holders of [(Note][1)] H shares (the “ Shares ”) of nominal value of RMB1.00 each in the capital of Tianjin Capital Environmental Protection Group Company Limited (the “ Company ”), is/are the shareholder(s) of the Company, and HEREBY APPOINT THE CHAIRMAN OF THE 2019 FIRST EXTRAORDINARY GENERAL MEETING or [(Note][3)]

as my/our proxy(ies) to attend and act for me/us and on my/our behalf at the 2019 first extraordinary general meeting (the “ EGM ”) of the Company to be held at the conference room of the Company on 5th Floor, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC at 2:00 p.m. on 10 September 2019 (or at any adjournment thereof) and to exercise the right of voting at such meeting or at any adjournment thereof in respect of the resolutions as hereunder indicated, or if no such indication is given, as my/our proxy(ies) thinks(s) fit.

	1.
	2.	To consider and approve the proposal of issuance of Green Short-term Financing Bonds:
	3.
	4.
	5.	To consider and approve the proposal of issuance of Green Medium-term Notes:

		Special Resolutions	FOR(Note 4)	FOR(Note 4)	AGAINST(Note 4)	ABSTENTION(Note 4)	ABSTENTION(Note 4)
	5.3	Method of issuance of the Green Medium-term
		Notes: The Company’s plan to issue the Green
		Medium-term Notes in installments based on the
		capital needs and debt structure of the Company
		(including its subsidiaries) and capital market
		conditions.
	5.4	Interest rate of the Green Medium-term Notes:
		Interest rate of the Green Medium-term Notes shall
		be a fixed rate, and the issue rate is determined
		through book-building. Interest is calculated on an
		annual basis with interest paid annually.
	5.5	Use of proceeds: To be used for repaying the
		corporate debts of the Company (including its
		subsidiaries), project construction and replenishing
		their working capital.
	5.6	Source of funds for the repayment of principal and
		the payment of interests: The Company’s operating
		income throughout the terms of the Green Medium-
		term Notes.
6.	To consider the authorization to the general manager office
	of the	Company to be fully responsible for the matters
	relating to the issuance of the Green Medium-term Notes.
		Ordinary Resolution	FOR(Note 4)		AGAINST(Note 4)	ABSTENTION(Note 4)
1.	To consider the total guarantees of the Company for the
	loan	granted to its subsidiaries not exceeding
	RMB1,107,766,400 and the matters relating to the
	authorization to the board and general manager of the
	Company:
	(i)	To consider the guarantee for the loan granted to HBGJTC* (河北國津天創污水處理有限責任公司)
		not exceeding RMB299,720,000.
	(ii)	To consider the guarantee for the loan granted to Jieshou Company* (界首市創業水務有限公司) not
		exceeding RMB341,066,400.
	(iii)	To consider the guarantee for the loan granted to Jiuquan Company* (酒泉創業水務有限公司) not
		exceeding RMB369,230,000.
	(iv)	To consider the guarantee for the loan granted to Hanshou Company* (漢壽天創水務有限公司) not
		exceeding RMB78,750,000.
	(v)	To consider the guarantee for the loan granted to Jinning Company* (天津津寧創環水務有限公司)
		not exceeding RMB19,000,000.

Date: 2019 Signature(s) [(Note][5)] :

Notes:

1. Please insert the number of shares (the “ Shares ”) in the Company registered in your name(s) and to which this proxy form relates. If no such number is inserted, this proxy form will be deemed to relate to all Shares registered in your name(s).

2. Please insert the full name(s) in Chinese and English and address(es) (as shown in the register of members of the Company) in block capital(s). 3. If any proxy other than the Chairman of the EGM is preferred, strike out “the Chairman of the 2019 First Extraordinary General Meeting or” and insert the name and the address of the proxy desired in the space provided. Each shareholder of the Company is entitled to appoint one or more proxies to attend and vote at the EGM. The proxy needs not be a member of the Company. Any alteration made to this proxy form must be signed by the person who signs it.

3. Important: If you wish to vote for a resolution, tick in the box marked “For”. If you wish to vote against a resolution, tick in the box marked “Against”. If you wish to abstain from voting on a resolution, tick in the box marked “Abstention”. Failure to tick either box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the EGM other than those referred to in the notice(s) convening the EGM.

4. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation or an institution, either under the common seal or under the hand of any director or attorney duly authorised in writing. In any event, the execution shall be made in accordance with the articles of association of such corporation or institution.

5. In order to be valid, this proxy form and, if such proxy form is signed by a person under a power of attorney or authority on behalf of the appointer, a notarially certified power of attorney (if any) or other authority (if any) under which it is signed, must be deposited at the Company’s H Share registrar address at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, or the Company’s principal office address at TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC, as soon as possible but in any event not less than 24 hours before the time scheduled for the holding of the EGM or any adjournments thereof.

6. A proxy, on behalf of the shareholder of the Company, attending the EGM shall bring along the proof of identification of the proxy.

7. Completion and delivery of this proxy form will not prelude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

8. In the case of joint registered holders of any Shares, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such Shares as if he/she was solely entitled thereto; but if more than one of such joint registered holders be present at the EGM, either personally or by proxy, that one of the said persons so present whose name stands first on the register of member of the Company in respect of such Shares shall be accepted to the exclusion of the votes of the other joint registered holders.

9. The proxy needs not be a member of the Company but must attend the EGM in person to represent you.

10. Content of the resolutions contained in this proxy form is a summary only, full text of which is set out in “Notice of 2019 First Extraordinary General Meeting”. For details of the resolutions no.1 to 6 above, please refer to the relevant announcement of the Company dated 16 July 2019; for details of ordinary resolution no. 1, please refer to the relevant announcements of the Company dated 21 June 2019 and 24 July 2019.

11. For identification purposes only